UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 6, 2009

SUNESIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)

Delaware
000-51531
94-3295878
(State or Other Jurisdiction
(Commission
(IRS Employer
of Incorporation)
File Number)
Identification No.)

395 Oyster Point Boulevard, Suite 400
South San Francisco, California
94080
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 2.02.
Results of Operations and Financial Condition.
 
On May 6, 2009, Sunesis Pharmaceuticals, Inc. issued a press release announcing its financial results for the three months ended March 31, 2009. A copy of the press release   is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The press release is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Sunesis Pharmaceuticals, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
 
Item 9.01
Financial Statements and Exhibits.  

(d)    Exhibits
   
     
Exhibit   Number
 
Description
99.1
 
Press release, dated May 6, 2009, entitled “Sunesis Reports Financial Results for the First Quarter 2009.”
 
* * * * * * * * *
 


SIGNATURES
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  May 6, 2009

   
SUNESIS PHARMACEUTICALS, INC.
     
     
 
By:
/s/ Eric Bjerkholt                                                                  
   
Eric H. Bjerkholt
   
Senior Vice President, Corporate Development and Finance, Chief Financial Officer
 

 
EXHIBIT INDEX
 
     
Exhibit   Number
 
Description
99.1
 
Press release, dated March 31, 2009, entitled “Sunesis Reports Financial Results for the First Quarter 2009.”


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